These terms and conditions ('Master Agreement') are made between Reynolds and Reynolds Limited trading
as Reynolds and Reynolds Infosystems ('the Company'), and the Customer for the purpose of establishing
the fundamental terms and conditions applicable to their relationship. Additional terms specific to the
product being supplied will be set out in attachments to this Agreement. Therefore, the Company shall sell
or provide and the Customer shall purchase the Equipment and/or Service in accordance with these terms
and conditions and additional conditions.

1 DEFINITIONS
'Customer Orders' a request from the Customer for the Company to provide Equipment and/or Service
'Equipment' any tangible products, including but not limited to, computer hardware, firmware or software and networking equipment sold, leased, rented, licensed or otherwise delivered to the Customer pursuant to any Customer Order accepted by the Company
'Licensed Software' computer software, in object code format only, required for the use of a Service ordered by the Customer
'Service' any service provided by the Company pursuant to an accepted Customer Order,
'Service Description' the document containing the description of the Service to be provided by the Company to the Customer

2 BILLING AND PAYMENT
2.1 Payment and rendering of bills. The Company shall invoice the Customer upon delivery of the
applicable Equipment and/or Service and for all recurring charges upon their delivery, except for usage or
consumption charges which shall be billed in arrears. The Customer shall be responsible for the payment of
all charges applicable to the Equipment and/or Service (including charges incurred as a result of fraud or
unauthorised use of the Service by the Customer);
2.2 Payment of bills. Payment is due in Pounds Sterling, unless otherwise stated, and shall be made
to the address stated on the invoice without set off or deduction upon receipt by Customer of an invoice. The
unpaid balance of any invoices not paid within 30 days of invoice date shall bear interest until payment is
received by the Company at a rate of 2% per month (prorated on a daily basis), or the highest rate allowed
by law, whichever is less.
2.3 Taxes and fees. Prices for Equipment and/or Services are exclusive of VAT.
2.4 Regulatory and legal changes. In the event of a factor outside the control of the Company
materially changing the cost of delivery of the applicable Service, the Company shall give the Customer
written notice thereof and the Customer shall have 30 days to accept such increased costs or tender notice
of termination of the applicable Customer Order. The Service provided after said 30-day period shall be at
the increased rate, provided however that if the Customer chooses to terminate the applicable Customer
Order, any such termination shall not trigger any otherwise applicable termination charge.
2.5 Credit approval and deposits. Delivery of Equipment and/or Service is subject to credit approval.
If the Company requires, the Customer shall provide the Company with credit information to demonstrate
acceptable credit in advance of the delivery of Equipment and/or Service under any Customer Order. The
Company may require any Customer to make a deposit subject to its credit rating approval, the terms and
conditions of which will be documented separately.

3 SUSPENSION OF SERVICE
3.1 Suspension of Service by Company. The Company may, at its sole discretion, elect to suspend
any or all Service forthwith if:
3.1.1 (i) the Customer fails to comply with any provision of this Agreement or (ii) the Company is entitled
to terminate this Agreement (including without limitation by reason of a breach, fault or omission by the
Customer under this Agreement);
3.1.2 the Customer files for bankruptcy or reorganisation or fails to discharge an involuntary petition
therefor within 60 days after filing; or
3.1.3 the Customer consumes the Service in an amount that materially exceeds the Customer's credit
limit and the Customer has not provided additional security for payment which is sufficient in the Company's
reasonable discretion.
Exercise by the Company of its right of suspension under this clause shall not function as a waiver of any
right of termination the Company may have under this Agreement or any individual Customer Order.
3.2 Effect of suspension. Upon the Company's suspension of any Service to the Customer under any
of the foregoing clauses, the Company may, in addition to all other remedies that may be available to the
Company at law or in equity or under any other provision of a Customer Order, assess and collect from the
Customer any applicable termination charge.
3.3 Resumption of Service. If a Service has been suspended and the Customer requests that Service
be restored, the Company will consider re-establishing such Service once a new credit limit has been agreed
and security for payment has been established to the Company's satisfaction.

4 DELIVERY OF SERVICE
4.1 Provision of Service. The Company will provide the Customer with the Service as described in the
appropriate Customer Order and the terms and conditions of this Agreement. The Company reserves the
right to vary any Service Description at any time, however the Company shall inform the Customer of such
variations where the Company deems it necessary to do so and where it is reasonably practicable in the
circumstances.
4.2 Title and Risk. Title to the Equipment sold under any Customer Order shall pass to the Customer
only upon payment in full to the Company of the price therefor. Title to all other equipment and/or facilities
furnished by the Company, shall remain with the Company, subject to the Customer's perpetual royalty free
right to use the same. Risk passes upon delivery, or first attempted delivery.
4.3 Transportation of media. The Customer shall notify the Company and the delivery/shipping
company, in writing by recorded delivery, within 2 business days after delivery of any defective or damaged
Equipment, including, but not limited to, any discrepancy between the delivery/shipping document(s) and
the Equipment received. Failure to do so shall constitute an acceptance of any such Equipment and a waiver
of any claim which the Customer may have against the Company for non-delivery, delivery of damaged
Equipment and/or failure to conform to order.
4.4 Non-Delivery. If the Customer refuses or otherwise fails to take delivery of the Equipment for any
reason, the Company will become entitled to payment in full together with any storage, insurance or
redelivery costs involved.
4.5 Environment and Installation. It is the Customer’s responsibility to ensure all necessary
preparation has been undertaken prior to any installation work agreed to be undertaken by the Company.
The Customer will be responsible for any additional installation costs caused by, in the sole determination of
the Company, a failure to adequately prepare for installation or any other stoppages caused by the
Customer.
4.6 Returns and Cancellations. Cancellations or part cancellations of any order can only be accepted
by agreement with the Company. No goods can be returned without the Company’s prior consent. Subject
to consent being obtained, goods must be returned to the Company at the Customer’s expense. All goods
returned are to be accompanied by a returns note stating the name and address of sender, date and invoice
number of goods, reason for return and nature of fault. All goods must be returned in their original
packaging and in a resalable condition. A restocking fee of up to 25% of the order value (subject to a
minimum fee of £20) will be charged on all returns.

5 DISCLAIMER OF WARRANTIES AND CONDITIONS.
5.1 Warranty. The Company warrants that any Service will be provided with reasonable skill and care
and that it has title to sell any Goods.
5.2 Except for the limited warranties set out in this Agreement, the Company excludes and the Customer
waives all other representations, conditions, terms and warranties, express, implied or collateral, arising by
operation of law or otherwise, including but not limited to implied warranties, terms or conditions of
satisfactory, quality or fitness for a particular purpose or conformance to description or sample of
Equipment, except to the extent such representations, conditions, terms or warranties may not be excluded
by law.
5.3 The Customer confirms that it has not entered into this Agreement on the basis of any representation
that is not expressly incorporated into this Agreement.
5.4 The Customer confirms that the entire terms and conditions of the contact are contained within this
Agreement and any attachments and agrees that the terms of the Customer, be they provided upon the
order form or however, are not binding upon the parties and are of no force or effect.

6 LIMITATION OF LIABILITY
6.1 Nothing in this Agreement or any Customer Order limits or excludes any liability of the Company for
death or personal injury caused by its negligence, for fraud or for any other liability that cannot be lawfully
excluded under applicable law.
6.2 The Company's maximum liability in respect of damage caused to the Customer's tangible property
as a result of its negligence shall not in any event exceed £100,000 per claim or series of connected claims.
6.3 Subject to clauses 6.1 and 6.2, the liability of the Company for damages arising out of any Customer
Order or any other matter under this Agreement, including but not limited to mistakes, omissions,
interruptions, delays, tortious conduct or errors, or other defects, representations, or use of any Service
and/or Equipment; or arising out of the failure to furnish any Service and/or Equipment, whether caused by
acts of commission or omission, (including Customer software or hardware failures or any other damage
occurring after the provision of any Service) shall be limited to the price paid for any Equipment or Services.
6.4 Subject to clauses 6.1 and 6.2, in no event shall the Company's liability exceed for any breach of
this Agreement or any Customer Order or any other liability howsoever arising (including negligence) exceed
the total payments in respect of all Customer Orders made by the Customer to the Company over the
preceding 12 months to the act or omission giving rise to the liability.
6.5 Subject to clause 6.1, neither party shall be liable to the other for any indirect, incidental, special,
consequential, exemplary or punitive damages, including but not limited to damages for lost profits, lost
contracts or lost revenues (whether direct or indirect), however caused (including through negligence) and
regardless of whether such party has been informed of the possibility or likelihood of such damages arising.
6.6 The provisions of this Agreement set out the maximum liability of the parties under or in connection
with this Agreement and each Customer Order and all other liability is excluded.

7 TERM AND TERMINATION
7.1 Term. This Agreement shall be for a term of 12 months commencing with the date this Agreement
is signed unless automatically extended at the conclusion hereof for any open Customer Order, but only
as to any such open Customer Order, or unless terminated by either party pursuant to the terms of this
Agreement or any Customer Order.
7.2 Termination. The Company may terminate this Agreement or (at the Company's discretion) the
applicable Customer Order only immediately by written notice to the Customer if (i) any failure of the
Customer to pay undisputed amounts due under any Customer Order; (ii) any breach of a material
provision of this Agreement or a Customer Order that if remediable is not remedied by the Customer
within 14 days of the Customer's receipt of written notice from the Company specifying the breach and
requiring its remedy; (iii) any regulatory decision or governmental order requiring the Company to
suspend Service(s), further delivery of Equipment or which is reasonably likely to result in the loss of the
Company's operating authority; or (iv) in an event of insolvency as aforesaid.
7.3 Any termination under this Agreement, except in accordance with clause 7.2(iii) above, shall be
subject to the Company's applicable cancellation charges and shall not relieve the Customer of its
obligation to pay any charges already incurred prior to termination.
7.4 Termination of this Agreement shall terminate any then open Customer Orders.

8 GENERAL TERMS
8.1 Force majeure. Neither party shall have any liability under or be deemed to be in breach of this
Agreement or any affected Customer Order for any delays or failures in performance of this Agreement
or any affected Customer Order which result from circumstances beyond the reasonable control of that
party. If such circumstances continue for a continuous period of more than 6 months, the non-affected
party may terminate this Agreement or the affected Customer Order only by written notice to the other
party.
8.2 Indemnification by Customer. The Customer shall indemnify, defend and hold the Company
harmless from claims, loss, damage, expense (including reasonable lawyer's fees and court costs), or
liability (including liability for infringement of a third party's intellectual property rights) arising from:
8.2.1 any claims made against the Company by any person or entity in connection with the delivery or
consumption of the Service;
8.2.2 use of facilities furnished by the Company in a manner inconsistent with the terms of this
Agreement or any Customer Order or in a manner that the Company did not contemplate and over which
the Company exercises no control;
8.2.3 the content of any communication transmitted via any Service or maintained in connection with
any Equipment provided under this Agreement or any Customer Order.
8.3 Severability. If any provision of this Agreement or any Customer Order is or becomes prohibited
by law or is judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent
required, be severed from this Agreement or the applicable Customer Order and rendered ineffective as
far as possible without modifying the remaining provisions of this Agreement or the applicable Customer
Order, and shall not in any way affect any other circumstances of or the validity or enforcement of the
remainder of this Agreement or the applicable Customer Order.
8.4 No Waiver. Unless a party expressly waives its rights in writing no delay, neglect or forbearance
on the part of either party in enforcing against the other party any term or condition of this Agreement or
any Customer Order shall either be or be deemed to be a waiver or in any way prejudice any right of that
party under this Agreement or the applicable Customer Order. No right, power or remedy conferred upon
or reserved for either party is exclusive of any other right, power or remedy available to that party.
8.5 Third Party Rights. Except as expressly provided otherwise, the parties do not intend any term
of this Agreement or any Customer Order to be enforceable pursuant to the Contracts (Rights of Third
Parties) Act 1999. The parties to this Agreement do not require the consent of any third party to
terminate, rescind or to agree any variation, waiver or settlement in relation to it. In this Agreement and
any Customer Order references to a party or the parties is to a party or the parties (as the case may be)
to this Agreement and shall include any permitted assignees of a party.
8.6 Data Protection. The parties undertake to comply with the provisions of the Data Protection Act
1998 and any related legislation in so far as the same relates to the provisions and obligations of this
Agreement and any Customer Order.
8.7 Equipment Disposal. The Company will accept the return for disposal of any equipment sold
under this Agreement. The Company will, upon request by the Customer and at the Customer’s
expense, arrange for collection of any equipment sold under this Agreement, to be returned to the
Company for disposal.
8.8 Interpretation. In this Agreement and each Customer Order, unless the context otherwise
requires:
8.8.1 words importing any gender include every gender;
8.8.2words importing the singular number include the plural number and vice versa;
8.8.3words importing persons include firms, companies and corporations and vice versa;
8.8.4references to numbered clauses and schedules are references to the relevant clause in or schedule
to this Agreement;
8.8.5 reference in any schedule to this Agreement to numbered paragraphs relate to the numbered
paragraphs of that schedule;
8.8.6 the headings to the clauses, schedules and paragraphs of this Agreement will not affect the
interpretation.

9 NATURE OF RELATIONSHIP. Neither this Agreement nor any Customer Orders shall constitute
or imply any partnership, joint venture, agency, fiduciary or other relationship between the parties other
than the contractual relationship expressly provided for in this Agreement and any Customer Orders.

10 AMENDMENTS. Neither this Agreement nor any Customer Orders may be released, discharged,
supplemented, interpreted, amended, varied or modified in any manner except by an instrument in
writing signed by a duly authorised officer or representative of each of the parties.
 

11 ASSIGNMENT
11.1 This Agreement and each Customer Order is personal to the parties and, subject to clause 11.2
below or as otherwise expressly provided, neither this Agreement, any Customer Order nor any rights,
licences or obligations under them, may be assigned or transferred by either party without the prior
written approval of the other party.
11.2 Notwithstanding the foregoing, either party may assign its rights and licences and transfer its
obligations under this Agreement and each Customer Order to any acquirer of all or of substantially all of
such party's equity securities, assets or business relating to the subject matter of this Agreement and
each Customer Order or to any entity controlled by, that controls, or is under common control with a
party to this Agreement. Any attempted assignment or transfer in violation of this clause will be void and
without effect.

12 NOTICES
12.1 All notices under this Agreement and any Customer Order shall be in writing and must be in
English.
12.2 Notices shall be deemed to have been duly given:
12.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during
normal business hours of the recipient; or
12.2.2 when sent, if transmitted by fax or email and a successful transmission report or return receipt
is generated; or
12.2.3 on the fifth business day of the sender following mailing, if mailed by national ordinary mail,
postage prepaid; or
12.2.4 on the tenth business day of the sender following mailing, if mailed by airmail, postage prepaid,
in each case addressed to the most recent address, email address, or facsimile number notified to the
other party.

13 SUCCESSORS AND ASSIGNEES. This Agreement and each Customer Order shall be binding
upon, and inure to the benefit of, the parties and their respective successors and permitted assignees,
and references to a party in this Agreement shall include its successors and permitted assignees.

14 NON-SOLICITATION
14.1 The Customer acknowledges and agrees that the Company’s personnel have been acquired and
trained by the Company at considerable expense and that Company personnel are highly skilled.
14.2 The Customer, therefore, agrees that if the Customer, or any affiliated company of the Customer
should employ any Company employee, or any employee of an affiliate of the Company (in any capacity,
including any rendering of personal services as an employee, contractor, or agent), within one year of
such employee leaving the Company or the Company’s affiliate, then the Customer agrees to pay the
Company a placement fee of 100% of the former employee's projected first year earnings (including
projected bonuses and commissions) from the Customer. Further, the Customer agrees to pay the
Company the placement fee in one lump sum within fifteen days of demand.

15 PROPER LAW AND JURISDICTION
15.1 This Agreement and all matters arising from it and any dispute resolutions referred to below shall
be governed by and construed in accordance with English law.
15.2 Where there is a dispute the aggrieved party shall notify the other party in writing of the nature of
the dispute with as much detail as possible about the deficient performance of the other party. A
representative from senior management of each party ('representatives') shall meet in person or
communicate by telephone within 5 business days of the date of the written notification in order to reach
an agreement about the nature of the deficiency and the corrective action to be taken by each party. The
representatives shall produce a report about the nature of the dispute in detail to their respective boards
and if no agreement is reached on corrective action, then a senior manager of each party shall meet in
person or communicate by telephone, to facilitate an agreement within 5 business days of a written
notice by one to the other. If the dispute cannot be resolved at this level within a further 5 business
days, or if the agreed upon completion dates in any written plan of corrective action are exceeded, either
party may seek its legal remedies as provided below.
15.3 If the parties cannot resolve a dispute in accordance with the procedure in clause 14.2 above, then
they shall with the assistance of the Centre for Effective Dispute Resolution ('CEDR'), seek to resolve the
dispute or difference amicably by using an Alternative Dispute Resolution ('ADR') procedure acceptable
to both parties before pursuing any other remedies available to them.

V10-110413